Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Maria L. Contreras-Sweet as Director
On November 18, 2020, the Board of Directors (the "Board") of TriNet Group, Inc.
(the "Company") appointed Maria L. Contreras-Sweet as a director to fill an open
vacancy, effective November 19, 2020. As of November 19, 2020, Ms.
Contreras-Sweet will serve as a Class I Director, and as such will serve until
the Company's 2021 Annual Meeting of Stockholders and until her successor is
duly elected and qualified, or until her services cease sooner in the event of
her earlier death, resignation, or removal. The Board has not appointed Ms.
Contreras-Sweet to any committees of the Board.
There is no arrangement or understanding between Ms. Contreras-Sweet, on the one
hand, and any other persons, on the other hand, pursuant to which Ms.
Contreras-Sweet was selected as a director, and there are no related party
transactions involving Ms. Contreras-Sweet that are reportable under Item 404(a)
of Regulation S-K. The Board determined that Ms. Contreras-Sweet is independent
within the meaning of the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated by the Securities and Exchange Commission (the
"SEC") thereunder, and the listing standards of the New York Stock Exchange.
Ms. Contreras-Sweet will receive compensation for her service on the Board in
accordance with the Board's Amended and Restated Non-Employee Director
Compensation Policy (the "Non-Employee Director Compensation Policy"), as
described in the definitive proxy statement for the Company's 2020 annual
meeting of stockholders, filed with the SEC on April 23, 2020. The Non-Employee
Director Compensation Policy was most recently amended on June 3, 2020 to
provide that no non-employee director may receive compensation (including cash
and equity compensation) in excess of $750,000 in any calendar year and to make
certain other clarifying changes. A copy of the Non-Employee Director
Compensation Policy is filed as Exhibit 10.1 hereto.
Ms. Contreras-Sweet is expected to enter into the Company's standard form of
indemnification agreement.
A copy of the press release announcing Ms. Contreras-Sweet's appointment to the
Board is furnished as Exhibit 99.1 hereto.
Item 8.01 Other Events.
As previously noted in the Company's Current Report on Form 8-K, filed July 27,
2020, the Company entered into a second amended and restated agreement (the
"Second Amended and Restated Employment Agreement") with Mr. Olivier Kohler in
connection with his promotion as the Company's Executive Vice President, Chief
Operating Officer, and Principal Operating Officer. A copy of the Second Amended
and Restated Employment Agreement is filed as Exhibit 10.2 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
    Exhibit
     Number                                        Description
      10.1       Amended and Restated Non-Employee Director Compensation Policy
      10.2       Second Amended and Restated Employment Agreement, dated July 25, 2020, between
                 TriNet Group, Inc. and Olivier Kohler.
     99.1*       Press Release, dated November 19, 2020, titled "TriNet Appoints Maria
                 Contreras-Sweet, Former Head of U.S. Small Business Administration, to its Board
                 of Directors"
      104        Cover Page Interactive Data File (embedded with the Inline XBRL document)

       *         Furnished herewith

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